Incorporating a Business in Nova Scotia: Step-by-Step Guide for New Entrepreneurs
When starting a business in Nova Scotia, you have a lot of things to consider. Beyond designing a store, printing business cards, and preparing for the opening date, though, is the process of determining the legal structure for the business.
Some entrepreneurs will choose to incorporate a business in Nova Scotia. Incorporation has some advantages and disadvantages, depending on the goals you have for your business.
We’ll discuss the reasons why you might choose to incorporate your Nova Scotia business. We’ll also help you with the steps required to go through the incorporation process.
What Is an Incorporated Business in Nova Scotia?
When you incorporate a business in Nova Scotia, you create a NS business structure that is distinct from other forms of ownership in two ways:
- 1All people who are part of the incorporated business’ ownership group receive a number of shares proportional to the percentage of ownership they have.
- 2The legal structure of an incorporated business in Nova Scotia keeps the business’ finances and actions separate from the personal lives of the people who own the business.
In Nova Scotia there are three types of incorporation, based on liability:
Incorporated businesses can be private, where the owners hold all the shares and do not sell shares, or they can be public, where shares of the business are available to anyone to purchase on a stock exchange, such as on the Toronto Stock Exchange.
Do I Need to Incorporate My Business in Nova Scotia?
When starting a business in Nova Scotia, you do not have to incorporate. You can run your business under a different type of legal business structure.
If you choose to run your business as a sole proprietorship (one owner) or as a partnership (two or more owners), there is no need to incorporate. However, these types of legal structures for your business do not necessarily legally keep the business’ actions separate from the owners’ personal actions and finances.
If you plan to operate your business as a company or as a co-operative, you do need to incorporate.
Why Incorporate a Business in Nova Scotia? Benefits of Incorporating a Business
Deciding whether to incorporate your Nova Scotia business has pros and cons that you will want to consider.
You can incorporate your business in Nova Scotia or across Canada. It costs more to incorporate federally, and the process is more complex than incorporating provincially.
If you only plan to operate your business in Nova Scotia initially, it’s easier to do a provincial-only incorporation. You only have to make sure your company name is unique within the province. If you later want to expand to only one other province, rather than across the entirety of Canada, you will have to incorporate in that province at that time.
If you incorporate across Canada, the federal incorporation makes it easier to do business in all Canadian provinces immediately. You gain protection for your company name throughout Canada when federally incorporating, but you do have to come up with a company name that’s unique across all provinces.
If incorporating federally, you may have to pay both initial and renewal fees to the federal government and to each provincial government.
When Do You Have to Incorporate a Business in Nova Scotia?
You can incorporate your business in Nova Scotia at any time. Some entrepreneurs will choose to incorporate before they open the business. Others may wait to incorporate until they begin growing substantially.
It can be a tax benefit to incorporate when the business begins taking in a significant amount of profit.
Although you can incorporate at any time, you don’t receive the benefits or protections of incorporating until you submit the proper forms in Nova Scotia and receive approval.
How Much Does It Cost to Incorporate a Business in Nova Scotia?
When incorporating your Nova Scotia business, you will have an initial fee, as well as annual renewal fees. The fees you pay depend on the type of business structure that you are incorporating.
The province accepts credit cards, debit cards, cheque, money order, or cash for these payments.
You also can hire a third-party entity to take care of the incorporation process for you. You would pay the third party a fee to help you, and you also would have provincial fees to pay. Some of the third parties that can help you with the incorporation process include:
How Long Does It Take to Incorporate a Business in Nova Scotia?
Once Nova Scotia receives all the information required to incorporate your business, as well as your fees, it takes one to two weeks to receive the incorporation documents back.
If errors exist in your filing information, it may take quite a bit longer to fix the issues and to resubmit.
Requirements to Incorporate a Business in Nova Scotia
When choosing to incorporate your Nova Scotia business, you may want to consult with a lawyer to make sure you are doing everything legally. Some of the administrative requirements for incorporating your business include:
You must hold regular meetings for the directors and shareholders and maintain minutes of those meetings. Additionally, you need to file items including:
Completing and drawing up these items often works better with the help of an attorney. The RJSC, which oversees the incorporation process in Nova Scotia, can answer general questions, but it will not provide legal advice.
Additionally, some of these documents require signatures from witnesses and directors or officers of the company.
6 Steps to Incorporate a Business in Nova Scotia
Here are the general steps required to incorporate a Nova Scotia business. You may have an extra step or two, or you might skip a step or two, depending on the business structure you are using when you start the incorporation process.
Register your business name with the RJSC and receive approval for the name before starting the incorporation process. (The RJSC has a published guide to help you choose a legal business name when incorporating.)
Draw up the Memorandum of Association and the Articles of Association or Incorporation for your company.
Complete the Company Incorporation Form and gather any supporting documents it requires.
Submit the required forms, supporting documents, and payment.
Wait for the RJSC to send you the Certificate of Incorporation, Certificate of Registration, and Business Number, which indicates the RJSC accepted your request to incorporate your company in Nova Scotia.
If the RJSC denies your submission, you must fix any errors and resubmit.
Where to Incorporate a Business in Nova Scotia
The easiest option for incorporating your business in Nova Scotia is to submit everything online through the RJSC. You will have to create an account with the RJSC before you can start the incorporation steps.
When incorporating a limited company, an unlimited company, or a company limited by guarantee, use the links to visit the appropriate webpage. Read the instructions on the page before scrolling to the bottom and clicking the Start Now button. Log in to your RJSC account or create a new account. Then follow the directions from the RJSC website.
If you would prefer to file by mail or in person, you have this option. Print the required forms and supporting documents. You then can visit the RJSC or Access Nova Scotia in person, or you can mail or fax the documents to one of those entities.
Forms to Incorporate a Business in Nova Scotia
Here are the most common forms you need to incorporate your business in the province of Nova Scotia.
You also may be able to submit slightly different copies of these forms, as drawn up by your attorney, as long as they contain the same information.
If you need to complete the Company Incorporation form, the RJSC requires it to occur online. You may want to hire an attorney to help with the completion of additional forms, such as a business plan, the Memorandum of Association, and the Articles of Association or Incorporation.
